The original complaint charges China Life and certain of its officers and directors with violations of the Securities Exchange Act of 1934. China Life is a life insurance company in China. The Company sells its products through an extensive distribution network of exclusive agents, direct sales representatives and dedicated and non-dedicated agencies throughout China.
Specifically, the complaint alleges China Life has existed in its current form since June 2003, when it was formed to cherry-pick healthier policies from its parent company, China Life Insurance Company. Following the Company's road show in New York just prior to the IPO, China Life's IPO was about 25 times oversubscribed and triggered the sort of frenzy that was reminiscent of the Internet bubble. The IPO was priced at $18.68 on December 16, 2003.
The complaint alleges that during the class period, defendants knew, but failed to disclose the following adverse facts: (i) that the Company, under its old name, and/or its predecessor or parent engaged in a massive financial fraud to the tune of $652 million; (ii) that at the time of the IPO, the National Audit Office of China ('NAO') had completed and/or was imminently about to publish its adverse audit findings of the predecessor company which, under a new name, controls the listed company, China Life; (iii) that the predecessor company, under a different name, engaged in criminal acts involving illegal agent services, illegal premium payments, embezzlement and depositing monies in illegal bank accounts; and (iv) that China Life's share price would be tied to the illegal acts already known to the defendants, two-thirds of whom were directors/executive officers and/or senior managers of the predecessor company. As a result of the defendants' false statements, China Life's stock price traded at inflated levels during the Class Period, increasing to as high as $34.75 on December 29, 2003, shortly after the Company sold more than $3 billion worth of its own shares.
Further, the complaint alleges that on February 4, 2004, China's state audit office said on its Web site that it had found the equivalent of about $652 million worth of irregularities involving China Life's predecessor company and/or parent company. In a statement on the NAO Web site, Li Jinhua, head of the NAO, was quoted as saying that in its national audit last year, the office found irregularities at China Life Insurance Company, including 2.4 billion yuan involving illegal agent services and premium payments, 2.5 billion yuan in embezzled funds and 31.79 million yuan deposited in illegal bank accounts (the equivalent of $652 million).
According to the Company’s Form 20-F for the fiscal year ended December 31, 2008, the lawsuits were consolidated as In re China Life Insurance Company Limited Securities Litigation, NO. 04 CV 2112 (TPG). The consolidated amended complaint in the lawsuit, filed on January 19, 2005, named China Life and three former directors as defendants, and alleged that they violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. China Life vigorously contested the lawsuit, including by filing motions seeking dismissal of the complaints. On September 3, 2008, the New York Southern District Court found that the plaintiffs’ claims lacked merit and dismissed the complaint. The plaintiffs initially notified the United States Court of Appeals for the Second Circuit of their intention to appeal the New York Southern District Court’s decision. However, on January 8, 2009, the plaintiffs voluntarily withdrew that appeal, thus making the New York Southern District Court’s dismissal of their claims final.